Business Aoaa Document

BUSINESS AOAA DOCUMENT

This Business Aoaa Document ("Agreement") is made as of by and between:

RECITALS

WHEREAS, Client seeks to retain Service Provider to perform certain business advisory, operational, and administrative services described in this Agreement, and Service Provider represents that it has the qualifications, personnel, and capacity to provide such services in accordance with the terms set forth herein;

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform services for Client and the compensation, confidentiality, and termination provisions applicable to such services;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the services described below. The parties acknowledge that changes to the scope may require written change orders specifying adjustments to schedule and compensation.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration of services performed. All sums are payable in United States dollars unless otherwise agreed in writing.

All invoiced amounts not disputed in good faith within ten (10) business days of receipt shall be deemed accepted. Client shall reimburse reasonable expenses pre-approved in writing by Client. Taxes shall be the responsibility of the party required by applicable law to remit the same.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Either party may terminate immediately for insolvency, bankruptcy filing, or fraudulent conduct. Upon termination, Client shall pay Service Provider for all services performed and approved expenses incurred through the effective date of termination, and Provider shall deliver to Client all work product and return confidential information as provided herein.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Receiving party shall (i) use Confidential Information only to perform its obligations under this Agreement, (ii) restrict disclosure to its employees and contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein, and (iii) take commercially reasonable measures to protect Confidential Information from unauthorized use or disclosure. Confidential Information does not include information that is or becomes generally available to the public other than through a breach of this Agreement, is independently developed without use of Confidential Information, or is rightfully received from a third party without restriction.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between senior representatives. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration in the chosen jurisdiction unless the parties agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement (including all attachments, exhibits, and change orders executed in writing) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations, and agreements, whether written or oral. Any amendment or modification must be in writing and signed by both parties to be effective.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that a party may assign to an affiliate or in connection with a merger or sale of substantially all its assets. The rights and remedies provided herein are cumulative and in addition to any other rights available at law or in equity.

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